Utah will sell you this certificate even while it has you flagged delinquent.

The Bottom Line for Utah LLCs

Being delinquent does not stop you buying the certificate in Utah. Being dissolved, expired, revoked or cancelled does. Utah also renamed the document in 2018, so older advice uses a name the state no longer prints.

Utah treats delinquency as a status the certificate can report rather than a reason to withhold the document, and it draws its refusal line further along, at the point where the entity has actually lapsed. That gives an owner who has fallen behind more room than they usually get, and it makes the distinction between delinquent and dissolved the single fact worth checking before you spend anything.

What Utah Actually Calls It

The document is officially the Certificate of Existence, issued by Utah Department of Commerce, Division of Corporations and Commercial Code, though Utah's own pages also call it a certificate of good standing. The two names mean the same paper. Ask a bank or another state's filing office for a certificate of good standing and this is what you send them.

Utah Code 48-3a-211 requires the certificate to state the company's name, that a certificate of organization has been filed and has taken effect and when, that no statement of dissolution, administrative dissolution or termination has been filed and that no dissolution proceeding is pending, "that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the division have been paid", and "that the most recent annual report required by Section 48-3a-212 has been delivered to the division for filing". The Division describes the short form as "A one page document that indicates the existence of the business entity and its status."

Utah also uses Regular Certificate of Existence, Certificate of existence - short form, Long Form Certificate of Existence, Certificate of Registration (for a registered foreign limited liability company) for documents in this family.

Two Documents, Similar Names

Utah has a second document with a similar name. The Utah State Tax Commission issues a Letter of Good Standing, which covers verification that your business is current in all of its required tax filings and payments. It costs $0. That is not the same paper as the Certificate of Existence, and the two are not interchangeable. Ask whoever requested it which one they mean.

Why You Need One

The requests come from the same places they do everywhere: registering the LLC in another state, a lender at underwriting, a buyer in a sale, and the occasional license renewal or large customer. The Utah wrinkle is that a delinquent entity can still produce a document, so the certificate is available in situations where an owner elsewhere would be stuck. Whether it says what the requester wants to read is a separate question, and one worth asking before you send it.

What It Costs in Utah

Utah charges $12 for the Certificate of Existence. A Certificate of existence - long form costs $20.

Expedited service is available: Expedited processing fee for $75 (1 to 2 business days).

Where this fee comes from: Certificate of existence - short form $12

How to Order It

You can order the Certificate of Existence online, by mail and in person.

Short form emailed automatically online; in-house orders 3 to 10 working days.

Order it on the Utah site

Only the $12 short form can be bought online. The $20 long form has to go on the paper order form, submitted by mail, in person or by email, with payment by check or by a payment link the Division emails back. The online route needs a UtahID: "Log into the Business Registration System. (Note, if you do not have a UtahID, the system will prompt you to create one.) Select Copies and Certificates from the left side menu. Select Request Certificate of Existence."

Settle the version question before you start, because it decides which route you are on and the two do not converge. A counterparty who wants the fuller document on a deadline is a real constraint, since that request leaves the portal behind. Expedited handling is available at a price. There is also a naming trap in the search results: because the state changed what it calls this document, older guides and even some official-looking pages still use the previous name, and searching for the old term will not lead you to the current ordering page.

1. 1

   Check whether you are delinquent or something further along

   This is the decisive check in Utah. Delinquent still lets you buy the certificate. Dissolved, expired, revoked or cancelled does not, and those need fixing before anything else.

2. 2

   Decide which version the requester needs

   The short version is the online product. The longer one exists for counterparties who want more than a status line and has to be ordered on paper.

3. 3

   Search using the current name, not the pre-2018 one

   Utah renamed this document, and older guidance will send you looking for something the state no longer calls it.

4. 4

   Order the short version online or the long one by mail or in person

   The short version is emailed automatically. The paper route is the only way to get the longer one, so allow for handling time.

5. 5

   Get the Tax Commission document separately if that is what was wanted

   Tax standing is a different agency's document. If the requester is asking about taxes rather than existence, the Division's certificate is not the answer.

What Puts You Out of Standing in Utah

Utah will still sell the Certificate of Existence to an entity it has flagged delinquent. What it refuses is an entity that has been dissolved, expired, revoked or cancelled, which is a further stage than being behind. No separate tax clearance from a revenue agency is part of it.

The only money this certificate speaks to is money the Division itself collects, and only where non-payment affects your status with the Division. Utah’s tax standing is a separate free letter from the State Tax Commission. The Tax Commission notes that the Department of Commerce no longer even accepts that letter for reinstatement, because it contacts the Tax Commission directly instead.

A Certificate of Existence will not issue at all for an entity that is dissolved, expired, revoked or cancelled. A delinquent entity can still buy one, which is the unusual part: the certificate reports the status rather than being withheld until the status is clean.

The practical question is which side of that line your record sits on, and the answer is in the Division's business search rather than in your memory of what you last filed. Delinquent and dissolved sound alike in conversation and behave nothing alike here, so read the exact status word on the record before you decide whether your next step is an order or a reinstatement. If it is a reinstatement, that is a separate filing on its own form, and the certificate stays out of reach until it completes.

How Long It Stays Good in Utah

Utah publishes nothing about how long the Certificate of Existence stays current. Whoever asked you for it does: banks, lenders and other states' filing offices each set their own recency rule, and that window is theirs, not Utah's. Ask what it is, and order the certificate once you know.

Utah publishes nothing about how long the certificate stays current, and it carries a date of issue. The requester's window is the only one. Because the short version arrives by email automatically and the long version does not, the practical advice differs by product: order the short one when the request lands, and order the long one earlier than feels necessary.

Using It Outside the United States

For use abroad, Office of the Utah Lieutenant Governor, Authentications will authenticate the certificate with an apostille.

Who to Ask in Utah

The Division of Corporations and Commercial Code, part of the Department of Commerce, issues the certificate and holds the entity record that determines whether you are current, delinquent or something worse. The State Tax Commission is a separate agency and issues its own document about tax standing. Authentication for use abroad goes through the Lieutenant Governor's office, so an international request involves a third office.

Sources

• le.utah.gov/xcode/Title48/Chapter3a/48-3a-S211.html
• le.utah.gov/xcode/Title48/Chapter3a/48-3a-S212.html
• commerce.utah.gov/corporations/ordering-in-house-documents/
• commerce.utah.gov/wp-content/uploads/2023/04/currentfees.pdf
• tax.utah.gov/online-services-3/good-standing/
• authentications.utah.gov/process-from-home-page/

Every figure on this page was read from an Utah government source, not from a formation service. Confidence in this record: medium. See our editorial policy for how these are verified and corrected.